We are responsible for the preparation,
integrity and fair presentation of the Consolidated Financial Statements, related notes
and other information included in this annual report. The financial statements were
prepared in accordance with generally accepted accounting principles and include certain
amounts based upon our estimates and assumptions, as required. Other financial information
presented in the annual report is derived from the financial statements.

We maintain a system of internal control
over financial reporting, designed to provide reasonable assurance as to the reliability
of the financial statements, as well as to safeguard assets from unauthorized use or
disposition. The system is supported by formal policies and procedures, including an
active Code of Conduct program intended to ensure employees adhere to the highest
standards of personal and professional integrity. Our internal audit function monitors and
reports on the adequacy of and compliance with the internal control system, and
appropriate actions are taken to address significant control deficiencies and other
opportunities for improving the system as they are identified.

The financial statements have been audited
and reported on by our independent auditors, KPMG Peat Marwick LLP, who were given free
access to all financial records and related data, including minutes of the meetings of the
Board of Directors and Committees of the Board. We believe that management representations
made to the independent auditors were valid and appropriate.

The Audit Committee of the Board of
Directors, which is composed solely of outside directors, provides oversight to our
financial reporting process and our controls to safeguard assets through periodic meetings
with our independent auditors, internal auditors and management. Both our independent
auditors and internal auditors have free access to the Audit Committee.

Although no cost-effective internal control
system will preclude all errors and irregularities, we believe our controls as of December
27, 1997 provide reasonable assurance that our assets are reasonably safeguarded.